Banco Santander S A : Attendance / Proxy / Distance voting card

ORDINARY GENERAL SHAREHOLDERS' MEETING, MARCH 2021

Attendance, proxy and distance voting card for the ordinary general shareholders' meeting of Banco Santander, S.A. to be held in Boadilla del Monte (Madrid), at the Centro de Formación El Solaruco (Ciudad Grupo Santander), located at Avenida de Cantabria s/n, at 12:00 p.m. (CET) on 25 March 2021, on frst call, or the following day, 26 March, on second call (it being customary for the meeting to be held on second call).

Shareholders may also grant a proxy or vote from a distance by electronic means or attend remotely as indicated on the reverse of this card and on the Bank's corporate website (www.santander.com).

ATTENDANCE

Shareholders who wish to physically attend the meeting

A shareholder who wishes to physically attend the meeting must sign this card in the space below and produce it on the day of the meeting at the place where the meeting is held.

"This attendance/proxy/distance voting card may be substituted or supplemented by an additional card in the event that, pursuant to the provisions of sections 172.1 and 519 of Capital Corporations Law, shareholders representing at least three per cent of the share capital request the publication of a supplement to the call to Meeting including one or more items on the agenda."

Signature of attending shareholder

In ............................ , on ................................................... 2021

Shareholder Number: Number of Shares:

The holder of this card may delegate the right to attend or vote from a distance by checking the corresponding boxes in the table setting forth the items on the agenda and signing the proxy or distance voting section, as applicable. In the event that both sections are signed, distance voting will prevail and the proxy will be inefective.

PROXY

ORDINARY GENERAL SHAREHOLDERS' MEETING, MARCH 2021

Shareholders who wish to grant a proxy

The shareholder in whose favour this card has been issued grants the shareholder's proxy for this meeting to:

(Check only one of the following boxes and name the proxy-holder, if applicable. In order for this proxy to be valid, the shareholder granting the proxy must sign in the place indicated for such purpose).

• 1.The Chairman of the board of directors.

• 2.Mr./Ms ........................................................................................................................................................................ , with ID ................................................................. Any proxy that does not contain a statement naming the individual or legal entity to whom the proxy is granted shall be deemed to have been granted to the Chairman of the board of directors.

It should be noted that if the proxy-holder appointed as provided above is a director of the Bank, such director may be afected by a potential confict of interest in connection with items One C, Three B to Three G (if the director's appointment, re-election or ratifcation is submitted to the shareholders at the meeting under this item), Eight, Nine and Thirteen and, in the case of an executive director1, also in connection with items Ten, Eleven A and Eleven C. Furthermore, the proxy granted to the Chairman shall be deemed granted to whomever chairs the meeting in the event that the Chairman is unable to attend the meeting.

To give precise voting instructions, check the corresponding box with an "x" in the table below.

If any of the boxes is not checked, it shall be deemed that the precise instruction given by the shareholder granting the proxy is to vote in favour of the proposal of the board of directors.

Voting instructions for proposals of the board of directors

Item on the agenda

1ºA

1ºB

1ºC

2º

3ºA

3ºB

3ºC

3ºD

3ºE

3ºF

3ºG

4º

5ºA

5ºB

5ºC

5ºD

6ºA

6ºB

6ºC

6ºD

6ºE

7º

8º

9º

10º

11ºA

11ºB

11ºC

11ºD

11ºE

12º

13º

For

Against

Abstain

Blank

If the proxy-holder appointed as provided above is afected by a confict of interest regarding the voting on any of the proposals, whether or not included in the agenda, to be submitted at the meeting, and the shareholder granting the proxy has not given precise voting instructions as provided on this card, the proxy shall be deemed granted to the General Secretary. In any event, if the appointed proxy-holder is the General Secretary, he may be afected by a potential confict of interest in connection with items Ten, Eleven A and Eleven C on the agenda.

Proposals regarding items not included in the agenda of the call to meeting

Unless otherwise indicated by checking the following NO box (in which case it shall be deemed that the shareholder specifcally instructs the proxy-holderto abstain), the proxy also covers proposals regarding items not included in the agenda

NO

If the proxy covers such proposals, the precise instruction to the proxy-holder is to vote against, unless otherwise indicated below: ................................................... ............................................................................................................................................................................................................................................................................................

A confict of interest shall arise in the event that matters are submitted to the shareholders at the meeting that are not included in the agenda and that refer to the dismissal of or commencement of a derivative action (acción social de responsabilidad) against the proxy-holder, in the event that such proxy-holder is also a director of the Bank.

Signature of shareholder granting the proxy	Signature of attending proxy-holder
In ............................ , on ................................................... 2021	In ............................ , on ................................................... 2021
Shareholder Number:
Number of Shares:
1The following are executive directors: Ms. Ana Botín-Sanz de Sautuola y O'Shea,
Mr. José Antonio Álvarez Álvarez and Mr. Sergio Lires Rial

RIGHT TO ATTEND

Shareholders holding one or more shares registered in the book-entry registry at least 5 days prior to the date of the meeting may attend the meeting.

SHAREHOLDERS WHO WISH TO GRANT A PROXY USING THIS CARD

If the shareholder does not intend to attend, the shareholder may grant a proxy to any other individual or legal entity. To do so, the shareholder must complete the proxy on the face of this card and sign in the space provided for such purpose. The person representing him/her at the meeting must also sign such proxy. Pursuant to the provisions of the Bylaws and the Rules and Regulations for the General Shareholders' Meeting, the proxy may be delivered to the Bank in person or by postal correspondence. In addition, the rules included in the notice of the meeting and on the Bank's corporate website (www.santander.com) must be complied with.

SHAREHOLDERS WHO WISH TO VOTE FROM A DISTANCE PRIOR TO THE MEETING USING THIS CARD

If the shareholder does not intend to attend and does not wish to grant a proxy, the shareholder may cast a distance vote regarding the items on the agenda. In order to do so, the shareholder must complete the distance voting section below and sign in the space provided for such purpose. A shareholder casting his/her vote from a distance shall be deemed present for purposes of establishing a quorum at the general meeting. Pursuant to the provisions of the Bylaws and the Rules and Regulations for the General Shareholders' Meeting, the vote thus cast may be delivered to the Bank in person or by postal correspondence. In addition, the rules included in the notice of the meeting and on the Bank's corporate website (www.santander.com) must be complied with. If both the proxy and distance voting sections are signed, the distance vote shall prevail and the proxy shall be rendered inefective.

PROXY-GRANTING AND DISTANCE VOTING PRIOR TO THE MEETING BY ELECTRONIC MEANS

Shareholders may also grant a proxy, as well as vote with respect to the items on the agenda for the meeting, by electronic means, in accordance with the provisions of the Bylaws and the Rules and Regulations for the General Shareholders' Meeting. The rules included in the notice of the meeting and on the Bank's corporate website (www.santander.com) must be complied with for such purpose.

REAL-TIME ATTENDANCE BY REMOTE MEANS OF COMMUNICATION (REMOTE ATTENDANCE)

Shareholders having the right to attend (or their representatives) may also attend the general meeting through the use of data transmission means pursuant to the provisions of the Bylaws and the Rules and Regulations for the General Shareholders' Meeting and as provided by the board of directors in that regard. The rules included in the notice of the meeting and on the Bank's corporate website (www.santander.com) must be complied with for such purpose.

DISTANCE VOTING

ORDINARY GENERAL SHAREHOLDERS' MEETING, MARCH 2021

Shareholders who wish to vote from a distance regarding the proposals on the agenda

If, prior to the holding of the meeting, the shareholder in whose favour this card was issued wishes to cast a distance vote with respect to the proposals on the agenda for this meeting, such shareholder must check the corresponding box with an "x" in accordance with the direction of the shareholder's vote or abstention. Distance votes cannot be cast on possible proposals not included in the agenda. If none of the boxes provided with respect to an item on the agenda is checked, it shall be deemed that the vote is in favour of the proposal of the board of directors. In any event, shareholders must adhere to the provisions of Law, the Bylaws and the Rules and Regulations for the General Shareholders' Meeting as well as to the rules included in the notice of the meeting and on the Bank's corporate website (www.santander.com).

Vote on the proposals of the board of directors

Item on the agenda

1ºA

1ºB

1ºC

2º

3ºA

3ºB

3ºC

3ºD

3ºE

3ºF

3ºG

4º

5ºA

5ºB

5ºC

5ºD

6ºA

6ºB

6ºC

6ºD

6ºE

7º

8º

9º

10º

11ºA

11ºB

11ºC

11ºD

11ºE

12º

13º

For

Against

Abstain

Blank

A shareholder who casts a distance vote shall be deemed present for purposes of forming a quorum at the general meeting.

DISTANCE VOTING

Signature of shareholder casting a distance vote

In ............................ , on ................................................... 2021

Shareholder Number: Number of Shares:

AGENDA

Pursuant to the provisions of Section 186 of the Spanish Capital Corporations Law (Ley de Sociedades de Capital), the agenda for the general shareholders' meeting of Banco Santander, S.A. to be held on 25 March 2021 on frst call or, if applicable, on the following day, 26 March, on second call, is attached to this document as an annex, which is an integral part hereof.

PERSONAL DATA PROTECTION

The personal data provided in this attendance, proxy and distance voting card, those provided by the shareholder or by any other third parties and those generated at the general meeting, as well as the data obtained through the recording of the general meeting (i.e. image and voice), will be processed under the responsibility of Banco Santander, S.A. to facilitate, manage and control the exercise of the rights of the shareholder (to whom this card has been issued) at the general meeting, as well as to manage and control the shareholding relationship and the holding and dissemination of the general meeting and to comply with statutory obligations. Data processing is necessary for these purposes and the legal ground for such processing is based on the shareholder's relationship with Banco Santander, S.A. and on the fulflment of statutory duties. The data will be disclosed to the notary who is to attend the general meeting and who is to draw up the minutes and may be made available to third parties in the exercise of their statutory right to receive information or be made available to the public to the extent that they are included in the information on the corporate website (www.santander.com) or are stated at the general meeting, which may be recorded by audiovisual means and disseminated on such website and on social networks and by accredited media. By attending the general meeting (in person or remotely), an attendee authorizes being photographed, the audiovisual recording of his/her image and/or voice, as well as the reproduction and/or publication and dissemination of such photographs and recordings in the terms indicated above. The legal basis for processing image and voice data is the existence of a legitimate interest of Banco Santander, S.A. to record and disseminate the meeting, which is recognized in the applicable rules and principles of transparency, as well as the consent of the attendee, given when attending the general meeting. The personal data will be kept during the shareholder relationship and, after that, for a period of 6 years only in order to be able to respond to any legal or contractual actions, unless, exceptionally, a longer prescription period for any legal or contractual action were applicable. Data subjects may ask to access, rectify and delete their data, object to certain types of processing, request the limitation of the processing and portability of his/her personal data, and exercise any other rights under the data protection regulations, all in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation) and other applicable data protection regulations, by written communication, and providing proof of his/her identity, addressed to Ciudad Grupo Santander; Avda. de Cantabria, edifcio de Pereda 2ª Planta, 28660 Boadilla del Monte (Madrid), Spain or to protecciondedatosaccionistassan@gruposantander. com. Data subjects may make any claim or request related to the protection of their personal data before the competent data protection authority, which in Spain is the Spanish Data Protection Agency (Agencia Española de Protección de Datos). If this attendance, proxy and distance voting card includes personal data of individuals other than the shareholder and if a third party attends the meeting as the shareholder's proxy, the shareholder must inform him/her of the points indicated above regarding the processing of personal data and comply with any other requirements that may be applicable for the correct transfer of personal data to Banco Santander, S.A., without Banco Santander, S.A. having to take any additional action vis-à-vis interested parties.

AGENDA

One.-

Annual accounts and corporate management.

One A.	Examination and, if appropriate, approval of the annual accounts (balance sheet, profit and loss statement,
statement of recognised income and expense, statement of changes in total equity, cash flow statement,
and notes) and the directors' reports of Banco Santander, S.A. and its consolidated Group, all with respect
to the financial year ended 31 December 2020.
One B.	Examination and, if appropriate, approval of the consolidated statement of non-financial information for
the financial year ended 31 December 2020, which is part of the consolidated directors' report.
One C.	Examination and, if appropriate, approval of the corporate management for financial year 2020.

Two.-

Application of results obtained during financial year 2020.

Three.-

Board of directors: appointment, re-election or ratification of directors.

Three A. Three B. Three C. Three D. Three E. Three F. Three G.

Setting of the number of directors.

Ratification of the appointment of Ms Gina Lorenza Díez Barroso. Re-election of Ms Homaira Akbari.

Re-election of Mr Álvaro Antonio Cardoso de Souza. Re-election of Mr Javier Botín-Sanz de Sautuola y O'Shea. Re-election of Mr Ramiro Mato García-Ansorena. Re-election of Mr Bruce Carnegie-Brown.

Four.-

Re-election of the external auditor for financial year 2021.

Five.-

Amendment of the following articles of the Bylaws:

Five A.	Amendment of articles relating to the issuance of non-convertible debentures: article 18 (convertible and
exchangeable debentures) and article 20 (distribution of powers).
Five B.	Amendment of article relating to the powers of the general shareholders' meeting (share-based
compensation): article 20 (distribution of powers).
Five C.	Amendment of articles relating to the shareholders' participation at the general shareholders' meeting:
article 27 (attendance at the general shareholders' meeting by proxy) and article 34 (distance voting).
Five D.	Amendment of article relating to attending the meeting from a distance by remote means of
communication: article 34 (distance voting). Introducing a new article 34 bis (remote shareholders'
meeting).

Six.-

Amendment of the following articles of the Rules and Regulations for the General Shareholders' Meeting:

Six A.	Amendment of article 2 (General Shareholders' Meeting), relating to the powers of the shareholders at a
general meeting (issuance of debentures).
Six B.	Amendment of article 2 (General Shareholders' Meeting), relating to the powers of the shareholders at a
general meeting (share-based compensation).
Six C.	Amendment of article 8 (proxies), relating to proxy representation at a general meeting.
Six D.	Amendment of article 20 (voting by distance means of communication), relating to the means for distance
voting.
Six E.	Amendment of article 26 (publication of resolutions), relating to publication of the resolutions approved
at the general meeting.

Seven.-

Delegation to the board of directors of the power to issue all kinds of fixed-income securities, preferred interests (participaciones preferentes) or debt instruments of a similar nature (including certificates (cédulas), promissory notes and warrants) that are not convertible, depriving of effect, to the extent of the unused amount, the delegation in such respect conferred by resolution Eight II) approved by the shareholders acting at the ordinary general meeting of 3 April 2020.

Eight.-

Director remuneration policy.

Nine.-

Director remuneration system: setting of the maximum amount of annual remuneration to be paid to all of the directors in their capacity as such.

Ten.-

Remuneration system: approval of maximum ratio between fixed and variable components of total remuneration of executive directors and other employees belonging to categories with professional activities that have a material impact on the risk profile.

Eleven.-

Approval of the application of remuneration plans involving the delivery of shares or share options:

Eleven A.	Deferred Multiyear Objectives Variable Remuneration Plan.
Eleven B.	Deferred and Conditional Variable Remuneration Plan.
Eleven C.	Digital Transformation Award.
Eleven D.	Application of the Group's buy-out regulations.
Eleven E.	Plan for employees of Santander UK Group Holdings plc. and other companies of the Group in the United
Kingdom by means of options on shares of the Bank linked to the contribution of periodic monetary
amounts and to certain continuity requirements.

Twelve.-

Authorisation to the board of directors to interpret, remedy, supplement, implement and develop the resolutions approved by the shareholders at the meeting, as well as to delegate the powers received from the shareholders at the meeting, and grant of powers to convert such resolutions into notarial instruments.

Thirteen.-

Annual director remuneration report1.

(1) Consultative vote.